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Sandra K. Miller PhD


  • PhD Law 2009

    Monash University

  • LLM Taxation 1990

    Villanova University (PA)

  • JD Law 1978

    Hofstra University (NY)

  • MS Accounting 1981

    American University (DC)

  • BS Psychology 1974

    AIB College of Business (IA)

  • BLAW 150 Legal and Ethical Environment of Business

  • TAX 611 Federal Corporate Taxation and the Law of Business Entities

  • TAX 603 Federal Income Tax for Financial Planning

My primary research area has been the study of managerial accountability through fiduciary duties including the director's duty of loyalty (i.e. a duty to be candid, to avoid self-dealing) and the director's duty of care (i.e. to be well-informed, to act reasonably subject to business judgment, to refrain from grossly negligent conduct). I have long been critical of state laws that permit the contractual waiver of fiduciary duties without retaining a mandatory core of rules designed to foster responsible business conduct.

Selected Awards

  • Ralph C. Hoebner Award for Excellence in Research, 2012 award by the Academy of Legal Studies in Business

  • Ralph C. Hoebner Award for Excellence in Research, 1999 award by the Academy of Legal Studies in Business

  • Advisory Editor, American Business Law Journal, 2009 to present

Selected Publications

  • Miller, S. & Davis-Nozemack, K. (2016) Toward consistent fiduciary duties in publicly-traded entities. University of Florida Law Review, 68, 263-322..

  • Miller, S. (2014). The best of both worlds: default fiduciary duties and contractual freedom in alternative business entities. The Journal of Corporation Law, 39, 295.

  • Miller, S., Greenberg, P., & Tucker, J. (2013). A model for managing private company legal risks. Atlantic Law Journal, 15, 1-55.

American Bar Association (ABA)